EXHIBIT 4.2



TPE

6.95% SERIES E CUMULATIVE REDEEMABLE
PREFERRED SHARES
PAR VALUE $.03

6.95% SERIES E CUMULATIVE REDEEMABLE
PREFERRED SHARES
PAR VALUE $.03


COMPANY LOGO


Weingarten  Realty  Investors

A  TEXAS  REAL  ESTATE  INVESTMENT  TRUST

FORMED  UNDER  THE  LAWS  OF  THE  STATE  OF  TEXAS


THIS  CERTIFICATE  IS  TRANSFERABLE  IN
NEW  YORK,  NY  OR  RIDGEFIELD  PARK,  NJ


SEE  REVERSE  FOR  CERTAIN  DEFINITIONS


THIS  CERTIFIES  THAT  _________________________________________________________

IS  THE  OWNER  OF  ____________________________________________________________

FULLY  PAID  AND  NONASSESSABLE  6.95%  SERIES E CUMULATIVE REDEEMABLE PREFERRED
SHARES  OF

Weingarten  Realty  Investors  (the  "Trust"),  transferable on the books of the
Trust  by  the  holder  hereof  in  person, or by duly authorized attorney, upon
surrender  of this Certificate properly endorsed.  This Certificate is not valid
unless  countersigned  by  the  Transfer  Agent and registered by the Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly
authorized  representatives.

PREFERRED SHARES


Dated:


THERE  ARE  RESTRICTIONS  ON  THE  TRANSFER  OF  THE  SHARES  EVIDENCED  BY THIS
CERTIFICATE  AS  MORE  FULLY  SET  FORTH  ON  THE  REVERSE  HEREOF.


COUNTERSIGNED AND REGISTERED:

MELLON INVESTOR SERVICES LLC
TRANSFER AGENT
AND REGISTRAR

BY

AUTHORIZED SIGNATURE


/s/ Stanford Alexander
Chairman


/s/ M. Candace DuFour
Secretary


COMPANY SEAL


WEINGARTEN REALTY INVESTORS

This  Certificate  and the shares represented hereby are subject in all respects
to  the laws of the State of Texas and to the Declaration of Trust and Bylaws of
the  Trust  and  any  amendments  thereto. The Declaration of Trust, as amended,
provides  that  no  shareholder  shall  have  any  preemptive  rights to acquire
unissued  or  treasury  shares  of  the  Trust.  The  Declaration  of Trust also
restricts  the  transfer  of the shares of beneficial interest evidenced by this
Certificate  in  connection with the qualification by the Trust as a real estate
investment  trust.  Copies  of the Trust's Declaration of Trust are on file with
the  Harris County, Texas, County Clerk and will be furnished to any shareholder
of  record  without  charge  upon  written request to the Trust at the principal
place  of  business  or  registered  office.

The Trust will furnish a full statement of the designations and any preferences,
conversion  and  other  rights,  voting  powers, restrictions, limitations as to
dividends,  qualifications, and terms and conditions of redemption of the shares
of  each  class which the Trust is authorized to issue and the difference in the
relative  rights  and  preferences  between  the  shares  of  each series of any
preferred  class to the extent they have been set and the authority of the trust
managers  to set the relative rights and preferences of subsequent series to any
holder of shares without charge on written request to the Trust at its principal
place  of  business  or  registered  office.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenants in common
TEN ENT   - as tenants by the entireties
JT TEN    - as joint tenants with right
            survivorship and not as
            tenants in common


UNIF  GIFT  MIN  ACT  -  _____________________ Custodian _______________________
                              (Cust)                            (Minor)
                                         under Uniform  Gifts to Minors
                                         Act  ___________
                                                (State)

Additional  abbreviations  may  also  be  used  though  not  in  the above list.

For  value  received,  ________________________________  hereby sell, assign and
transfer  unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE _________________________________________________


________________________________________________________________________________


________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee


________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________Preferred Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint


________________________________________________________________________________


________________________________________________________________________________
Attorney to transfer the said shares on the books of the within-named Trust with
full  power  of  substitution  in  the  premises.


                                           _____________________________________


                                           _____________________________________


ALL  GUARANTEES  MUST  BE  MADE  BY  A  FINANCIAL INSTITUTION (SUCH AS A BANK OR
BROKER)  WHICH  IS  A  PARTICIPANT  IN  THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
("MSP"),  ON  THE  STOCK  EXCHANGES  MEDALLION  PROGRAM ("SEMP") AND MUST NOT BE
DATED.  GUARANTEES  BY  A  NOTARY  PUBLIC  ARE  NOT  ACCEPTABLE.


NOTICE:  The  signature  to  this  assignment  must  correspond with the name as
written  upon  the  face  of  the  Certificate,  in  every  particular,  without
alteration  or  enlargement,  or  any  change  whatever.